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Annual Report 2012 __________________________________________________________________ 

The Company recognizes the importance of shareholders‟ rights, enhances rights using and does not infringe or curtail rights. In the shareholders‟ meeting, various important issues, covering the issues as prescribed by Laws, the Regulations of the SET and the articles of association of the Company have been proposed for the approval of shareholders. Important agendas for consideration in the annual shareholders‟ meeting are  Appointing Directors : The Company opens chance to shareholders to appoint director by person while providing information on nominating criteria and method, director background, educational background, working experience, number of companies served as director, types of director that is proposed to be appointed, service years and meeting attendance in case of proposing previous director, which is screened by the Nominating Committee.  Director Remuneration : The Company provides details of proposed remuneration payment that align with the director remuneration policy and condition, which is screened by the Remuneration Committee.  Appointing External Auditors : The Company provides details of external auditor‟s name and company, experience and competence, independency, audit fee, service years for the Company (in case of proposing existing external auditors), reason in changing external auditors (in case of proposing new external auditors), consideration method of appropriateness of audit fee, which is screened by the Audit Committee.  Allocating Profit and Dividend Payment : The Company provides details of profit allocation and reserve fund, dividend amount that align with the Company‟ s dividend policy, together with the reason, and book register date for right of receiving dividend, which is screened by the Remuneration Committee. Facilitating Shareholders 

The Company allows shareholders to send questions related to the agenda to the Board of Directors in advance via Investor Relations Section.  In the shareholders‟ meeting, the Company facilitates all shareholders in a fair manner by arranging officers to taking care of them.  The Company allows registration of shareholders at least 1 hour before the meeting, does not curtail rights of shareholders who came late, and facilitates shareholders to use their meeting rights.  The Company gives shareholders who show up late a chance to vote on agenda items still under deliberation. Conduct of the Shareholders’ Meeting  Before the meeting, Chairman shall introduce the directors, Chairman of various committees, managements, external auditor, and legal advisor, as well as informs the rules in the meeting and the voting procedures.  The Company provides enough time for the meeting, encourages equal opportunities for shareholders to express their opinions and raise any questions in the meeting, where Chairman, directors, and management address and answer all questions clearly and precisely.

31 | Electronics Industry Public Company Limited

www.eicsemi.com


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